Sintana Energy Inc. Provides Update on Conditions and Timetable

Executive Summary

• Sintana Energy Inc. has reached an agreement to acquire the entire issued and to be issued ordinary share capital of Challenger via a Court-sanctioned scheme of arrangement under Isle of Man law.
• Shareholder approval for the Scheme was secured on November 26, 2025, and the ANCAP Condition has been satisfied. The TSXV approval remains the final outstanding condition.
• The Court Sanction Hearing has been rescheduled for December 12, 2025, with the Scheme expected to become effective on December 16, 2025.
• Sintana proposes to issue 4,262,962 common shares (Severance Shares) at a deemed price of CDN$0.52 per share to directors and officers of both companies in lieu of cash severance payments totaling CDN$2,216,740.

Key Details

• Transaction Structure: Acquisition of Challenger by Sintana via a Court-sanctioned scheme of arrangement (Part IV, section 152 of the Isle of Man Companies Act 1931).
• Shareholder Approval: Approved by the requisite majority of Scheme Shareholders at the Court Meeting and General Meeting on November 26, 2025.
• Conditions Satisfied:
  • ANCAP Condition: Written consent provided by ANCAP under the ANCAP Licences.
  • Chevron JOA: Exempt transaction notice made and not objected to by Chevron.
• Pending Conditions:
  • TSXV Condition: Final approval from the TSX Venture Exchange is required and expected in the near term.
  • Court Sanction: Subject to sanction by the Court at the hearing scheduled for December 12, 2025.
• Updated Timetable:
  • Court Sanction Hearing: December 12, 2025, at 10:00 a.m. (London time).
  • Last day of dealings in Challenger Shares: December 15, 2025.
  • Scheme Record Time: 6:00 p.m. on December 15, 2025.
  • Effective Date of Scheme: December 16, 2025.
  • Cancellation of Challenger Shares from AIM: By no later than 8:00 a.m. on December 17, 2025.
  • Admission to TSXV: By 8:00 a.m. on December 30, 2025.
  • Long Stop Date: June 30, 2026.
• Severance Share Issuance:
  • Total Shares: 4,262,962 common shares.
  • Deemed Issue Price: CDN$0.52 per share.
  • Total Value: CDN$2,216,740 (in lieu of cash severance).
  • Hold Period: Four months and one day from issuance.
  • Regulatory Status: Constitutes a "related party transaction" under MI 61-101 for certain recipients; exempt from formal valuation and minority approval requirements.
• Recipients of Severance Shares:
  • Eytan Uliel: 1,564,888 shares (CDN$813,740)
  • Keith Spickelmier: 539,615 shares (CDN$280,600)
  • Doug Manner: 620,558 shares (CDN$322,690)
  • David Cherry: 620,558 shares (CDN$322,690)
  • Dean Gendron: 269,808 shares (CDN$140,300)
  • Bruno Maruzzo: 269,808 shares (CDN$140,300)
  • Simon Potter: 188,865 shares (CDN$98,210)
  • Stephen Bizzell: 188,865 shares (CDN$98,210)

Notable Quotes

• "Sintana has therefore confirmed that the ANCAP Condition has now been satisfied."
• "Completion of the Acquisition remains subject to receipt by Sintana of the final approval of the Acquisition by the TSXV (the “TSXV Condition”), which is expected in the near term."